Exhibit 10.53

           AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC. AND
                          TELECOMMUNICATIONS RESEARCH
                         ASSOCIATES FOR THE OFFERING OF
                     INTERACTIVE VIDEO CONFERENCED COURSES




                               W I T N E S S E T H

          AGREEMENT   made   this   27th   day   of   April,    2000,    between
Telecommunications  Research Associates with offices located at 505 W. Bertrand,
St. Marys Kansas 66536 (hereinafter referred to as "TRA"), and Educational Video
Conferencing Inc.,  (hereinafter  "EVC"), with offices located at 35 East Grassy
Sprain Road, Yonkers, New York 10710.

          WHEREAS, TRA is a domestic corporation involved with design,  delivery
of technology training with emphasis on telecommunication technology, and,

          WHEREAS,  EVC is a domestic  corporation  engaged in the  business  of
providing  access to such  courses  to  consumers  by way of  interactive  video
conferencing and computer conferencing, and,

          WHEREAS,  TRA  and  EVC  wish  to  enter  into a  mutually  beneficial
agreement whereby EVC will provide access to TRA courses to such consumers,

          NOW,  THEREFORE  in  consideration  promises and  covenants  contained
herein, the parties hereby agree as follows:

     1. a.) EVC shall have the right, for the duration of this agreement and any
renewal  hereof,  to offer all  courses  offered  by TRA via  Interactive  Video
Conferencing/Distance Learning (hereinafter "IVC/DL") commencing April 1, 2000.

        b.) For the purposes of this agreement, IVC/DL shall be defined as live,
two way video  conferencing,  either over desktop  computers  equipped for video
conferencing or video  conferencing  room systems,  as the case may be, in which
the   student   can   see   and   hear   the    professor/instructor   and   the
professor/instructor  can see and hear the individual student. IVC/DL also shall
include one-way video and two-way audio distance learning.

        c.) Unless TRA and EVC agree  otherwise  in writing,  the minimum  class
size for the offering of an ITV/DL course shall be twenty- five (25) students.

     2. EVC will  provide  all  hardware  (except  personal  computers,  modems,
keyboards   and   monitors),   software,   and  video   conferencing   equipment
(collectively  referred to as  "equipment")  necessary to provide access for TRA
courses to IVC/DL students.  Students taking IVC/DL courses on desktop computers
must have modern  computers  capable of being video  enabled and  function as an
IVC/DL desktop system.  The parties  acknowledge  that it is the primary goal of
EVC  to  solicit  students  from  corporations,   governmental   agencies,   and
institutions  (hereinafter  "Institutional  Employers") with substantial tuition
reimbursement  and that EVC shall address all student use equipment  issues with
the Institutional  Employers and their employees. In any event, TRA shall not be
responsible for the purchase cost or repair cost of any equipment  whatsoever at
Institutional Employer locations and/or students homes.


<PAGE>

     3. EVC is responsible for costs for marketing,  advertising,  and promotion
regarding EVC's offering of access to TRA courses.  Unless otherwise agreed, TRA
will  provide  brochures,  catalogues,  course  schedules,  program  and  course
descriptions,  posters,  etc.,  to EVC for  distribution  to  employees of EVC's
corporate, governmental and institutional clients promoting the TRA programs and
courses offered through EVC.

     4. TRA shall  provide  rooms  capable of becoming  teacher  stations.  This
includes installing and maintaining adequate telecommunication lines (ISDN, DSL,
or cable,  or regular  telephone  lines)  and  electrical  outlets.  TRA will be
responsible  for the cost of the  telecommunication  signal  transport for video
conferenced  courses  from  teacher  stations  to the MCU  Bridge.  EVC  assumes
responsibility or cost for obtaining, providing, or paying for telecommunication
signal transport for video conferenced  courses from the MCU Bridge to corporate
locations and/or students homes.

     5. EVC will be responsible for installing and maintaining teaching stations
in the rooms provided by TRA to  videoconference  IVC/DL courses offered through
EVC, subject to enrollment as determined by EVC. All teaching stations installed
and paid for by EVC shall remain the exclusive property of EVC.

     6. All equipment supplied by EVC is the sole and exclusive property of EVC,
including but not limited to any and all patents,  copyrights and trademarks, if
any, associated therewith. All classroom,  course and program materials or other
information supplied by TRA, and all rights and interests in said materials will
remain the sole and exclusive property of TRA.

     7. a.) EVC is  responsible  for the  necessary  maintenance,  repair and/or
replacement of video conferencing equipment supplied to TRA for IVC/DL courses.

        b.) EVC will provide reasonably prompt service for repair or replacement
of defective interactive video conferencing equipment and software as necessary.

        c.) TRA will be responsible for the prompt repair and/or  replacement of
interactive  video  conferencing  equipment located at TRA, which may be damaged
through improper or unauthorized use.

        d.)  TRA is  responsible  for  the  repayment  to EVC  of  the  cost  of
replacement  of any EVC  equipment,  which  is lost or  stolen  while  in TRA 's
custody and control.

     8. Neither  party shall utilize the other's name or any  associated  names,
trademarks,  copyrights, etc., without prior written consent, except with regard
to EVC's marketing,  advertising,  and promotion of TRA courses. Such permission
shall not be unreasonably denied.

     9. a.) EVC will  provide  faculty  development  to TRA  faculty  reasonably
required for the offering of TRA courses through EVC.

        b.) TRA shall be  responsible  for obtaining the services of all faculty
participating in courses offered through EVC,  including but not limited to said
faculty's  salary,  benefits (if any) and  verification of  qualifications.  EVC
assumes no responsibility for any costs associated therewith.

     10. EVC is solely responsible to provide site locations for IVC/DL students
to participate in TRA courses.  TRA assumes no  responsibility  for obtaining or
maintaining said sites, or for any rent or other costs associated therewith.


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<PAGE>


    11.  EVC  is  not  responsible  for  curriculum,  course  content,  faculty
qualifications,  course  materials or any other aspect of the course  content of
any courses offered hereunder.  However,  TRA agrees to consider EVC input as to
course  content,  presentation  and delivery of IVC/DL courses  consistent  with
required standards.

     12. EVC agrees to make every reasonable effort to maintain its equipment in
good working order.  However,  EVC nor TRA shall be  responsible  for service or
repair delays or interruption of service caused by strikes, labor actions, power
outages (other than those limited to site locations alone), acts of God or other
matters beyond EVC's control.

     13. TRA hereby  acknowledges  that the IVC/DL programs  marketed by EVC are
targeted toward the  non-traditional  working adult student market and therefore
agrees to offer  IVC/DL  courses  at dates and times  appropriate  to the target
market.  TRA class delivery will not exceed THREE DAYS within a given work week.
The hours of TRA class  delivery  will be between the hours of 8:00 a.m.  CST to
6:00 p.m. CST, or at such other  mutually  agreed upon times  requested by EVC's
Institutional Employers and their employees,  subject to enrollment. TRA and EVC
shall agree as to the time, delivery, and content of each class two months prior
to the date the course is the scheduled to be offered.

     14. a.) The parties hereby  acknowledge  that this agreement is intended by
the parties to facilitate the offering of TRA course delivery.

     15. Administrative Functions

         a.)  TRA  shall  be  responsible  for  all  of its  own  administrative
functions associated with the offering of IVC/DL courses through EVC.

         b.) TRA will provide to EVC all necessary  course  information  and TRA
catalogues,  in advance of EVC  marketing  courses  to any  organization.  It is
understood  by the parties that EVC is merely a conduit and assumes no liability
whatever  for the  accuracy  or  correctness  of the  information  in said forms
provided by TRA nor for return of any of the aforesaid documents to TRA .

     16. Fees

          a.) TRA shall pay to EVC, on the 10th day of each  month,  [*] PERCENT
of the  gross  tuition  for  each  course  offered  under  this  agreement.  TRA
accounting  records WILL be used from the preceding month to calculate  payment,
from any source  whatever,  from or on behalf of any student  registered for and
TRA course  being  offered  through  EVC,  said  payments to commence  the month
immediately  following the collection of any such tuition by TRA. All checks for
courses taken will be made out to TRA.  Example of 2 Day course;  Tuition =EIGHT
HUNDRED  and  NINETY-FIVE  DOLLARS  ($895.00),  per  student  times  TWENTY-FIVE
students   =TWENTY-TWO   THOUSAND   THREE   HUNDRED  and  SEVENTY  FIVE  DOLLARS
($22,375.00),  EVC would  receive  [*].  TRA would  receive  the balance of [*],
Example of 3 Day  course;  Tuition = ONE  THOUSAND  THREE  HUNDRED AND FORTY TWO
DOLLARS,  $1,342.00,  per student times 25 students = THIRTY THREE THOUSAND FIVE
HUNDRED AND FIFTY DOLLARS ($33,550.00). EVC would receive [*]. TRA would receive
the balance of [*].

          b.) EVC shall have the right,  on a semi-annual  basis,  during normal
business hours to examine the books and records of TRA,  pertaining  only to all
students taking courses through EVC, in

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[*] Confidential Portion

<PAGE>

order to audit any accounts due and owing the respective parties. TRA shall have
the right to audit EVC  accounts  for  students  taking TRA  courses on the same
basis.

         c.) Commencing on May 10, 2000, and continuing on the 10th day of every
month  thereafter,  TRA will  supply  EVC with a list of all  students  who have
applied to TRA,  and/or  registered,  for courses  through EVC, the said list to
include as available,  each student's name,  address,  telephone number,  social
security number, registration, financial aid loans and payment status. EVC shall
provide to TRA updated information relating to TRA students each month.

         d.) EVC  shall  require  that  each  student  registering  for a course
offered  through  EVC,  sign a waiver and  release  granting  EVC access to said
student's  records,  said waiver and release  form to be provided to TRA by EVC,
the format of which shall be subject to TRA 's approval,  which  approval  shall
not be unreasonably withheld.

         e.)  Within  THIRTY  (30) DAYS of the  completion  of class,  TRA shall
present to EVC, in writing,  any requests for  adjustments  or credits on monies
already paid to EVC, which credits or adjustments have been made necessary by an
EVC student having dropped a course,  bounced a check,  etc. EVC will credit any
such valid adjustment to TRA 's account on the 10th day of every month following
credit request.

         f.) Students  registering  for TRA courses through EVC who are employed
by an Institutional  Employer customer of EVC which has a tuition  reimbursement
policy for their  employees  shall be eligible  for tuition  deferment  from TRA
until  completion of the course,  thereby enabling said students to register for
TRA  courses  through  EVC  without  payment of  tuition or fees up front.  Said
students shall be required to sign a tuition  payment  guarantee  providing that
they are fully  responsible  for 100% of all tuition in the event that,  for any
reason,  they are not reimbursed by their  employer.  EVC will supply TRA with a
copy of all student tuition deferment registrations prior to course delivery. If
said student does make tuition payment to TRA, TRA will not be held  responsible
for payment to EVC for said student tuition. However, EVC will make a good faith
effort to collect  the tuition  from said  student  and  reimburse  TRA for said
student tuition payment.

         g.) Students  registering  for TRA courses  offered through EVC who are
not employed by an  Institutional  Employer  customer of EVC  providing  tuition
reimbursement  to their  employees  shall be required to pay tuition and fees up
front when registering.

     17. a.) TRA will provide a room which will accommodate teaching stations in
order to facilitate IVC/DL courses marketed by EVC emanating from its campus and
will  grant  EVC,  its  agents  and  subcontractors,  reasonable  access to said
facilities as is required for proper  installation,  operation,  maintenance and
repair of all equipment contemplated herein, including but not limited to IVC/DL
equipment. Said room shall have adequate electrical, air conditioning, lighting,
etc., and be otherwise suitable for use as a video conferencing teacher station.
Said rooms will be provided one at a time subject to registration demand.

     21.  TRA will  assign at least  one  person  who at all  times  will act as
liaison between TRA and EVC.

     22. Term of Agreement

         a.)  The  basic  term of this  agreement  shall  be  Three  (3)  YEARS,
commencing on April 1, 2000 and termination on March 31, 2003

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<PAGE>


         b.) The parties hereby  acknowledge  the necessity for allowing  IVC/DL
students continuity and ongoing access to courses and programs, so long as there
is  adequate  registration.  TRA  understanding  of adequate  registration  is a
minimum of ONE two-day  course  content  every two months,  six per year. At any
time during the term of this Agreement,  TRA or EVC may cancel this Agreement if
the agreed minimum  course  delivery  amount,  six per year, is not met within a
given calendar year.

         c.) In light of the  foregoing,  the parties  agree that  commencing On
April 1, 2003 and every April 1st  thereafter,  this agreement shall be extended
for an additional period of ONE (1) YEAR, unless terminated as set forth below.

         d.) In the event that  either  party  should  desire not to extend this
agreement beyond the three year term or any extension thereof,  then and in that
event,  such party  shall so notify the other in  writing,  by  Certified  Mail,
Return Receipt Requested,  no later 90 days prior to the termination date of its
intent not to renew. In that event,  this agreement shall not be extended for an
additional ONE (1) YEAR.

     23. EVC agrees that for the term of this contract and any renewal  thereof,
as well as for one -year after expiration or termination of the contract, unless
terminated  by EVC for  cause,  EVC  shall  not offer  Technology  Training  for
Telecommunication  courses  from any  for-profit  corporation  except TRA to any
institutional  employer  or its  employees.  EVC  reserves  the  right  to offer
internal training courses for any of its institutional employers.

     24. Nothing within this contract shall prevent EVC from offering courses or
programs from any of its academic  partners to an institutional  employer or its
employees.  For purposes of this contract,  an academic  partner is defined as a
college or university.

     25. TRA agrees that for the term of this contract and any renewal  thereof,
as well as for one year after expiration or termination of the contract,  unless
terminated  for  cause by TRA,  TRA  shall not  offer  Technology  Training  for
Telecommunication  courses via IVC/DL except through EVC. Not  withstanding  the
above,  if  after  the  expiration  or  termination  of  this  contract,  unless
terminated for cause by EVC, an institutional employer contacts TRA and requests
that TRA offer  Technology  Training  for  Telecommunication  courses via IVC/DL
directly to that institutional employer or its employees over that institutional
employer's  equipment  then,  and in that event only,  TRA may offer  Technology
Training for Telecommunication courses via IVC/DL directly to that institutional
employer or its employees.

     26.  Nothing in this contract  shall prevent TRA from offering  traditional
non-IVC/DL courses to institutional employers.


     27. The parties  agree that  disclosure  of the terms of this  agreement to
others will cause EVC and TRA  irreparable  damage to its business.  The parties
agree, therefore,  that neither party shall disclose the terms of this agreement
without the prior written permission of the other party.

     28. It is  expressly  agreed and  understood  that  neither  party shall be
liable  for  incidental,  special  or  consequential  damages  for any breach or
violation of this agreement.

     29. The foregoing constitutes the entire agreement between the parties, and
any other  agreements  or  representations,  whether  verbal or written,  if not
contained herein, are void, of no effect, and are not binding upon the parties.

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<PAGE>



     30.  No valid  modification,  amendment,  or  deletion  may be made to this
agreement  except in writing and  executed by the parties in  substantially  the
same manner as this agreement.

     31. Any and all notices  required  hereunder  shall be by  Certified  Mail,
Return Receipt Requested, to each party's last known address and shall be deemed
given at the time of mailing.

     32. If any portion of this agreement shall be found to be void, voidable or
unenforceable,  it  shall  not  affect  the  validity  of the  remainder  of the
agreement.

     33.  This  agreement  shall be binding on the  respective  parties'  heirs,
successors, and assigns.

     34. This agreement shall be construed in accordance  with, and governed by,
the laws of the State of Kansas.


     In witness  whereof the parties have  hereunto set their hands and seal the
date first appearing above.

TELECOMMUNICATIONS RESEARCH ASSOCIATES, INC.


By:/s/ Robert Etzel
   ---------------------
   Robert Etzel
   President


EDUCATIONAL VIDEO CONFERENCING, INC.


By:/s/ John J. McGrath, Ph.D
   --------------------------------
   John J. McGrath, Ph.D
   President

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